Amended Statement of Beneficial Ownership (sc 13d/a)
06 Enero 2022 - 4:14PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
DC 20549
SCHEDULE
13D
THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. 5)*
Global Indemnity Group, LLC
|
(Name of Issuer)
|
Class A Common Stock
|
(Title of Class of Securities)
|
Kevin A. McGovern, Esq.
c/o Harbert Fund Advisors, Inc.
2100 Third Avenue North
Suite 600
Birmingham, AL 35203
Telephone Number 205-987-5500
|
(Name, Address and Telephone Number of Person Authorized
to Receive
Notices and Communications)
|
January 4, 2022
|
(Date of Event Which Requires Filing of this Statement)
|
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of ss.240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box [_].
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___________
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*
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The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject
class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.
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1.
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NAME OF REPORTING PERSONS
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I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
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|
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Harbert Fund Advisors, Inc.
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2.
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a)
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[_]
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(b)
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[_]
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5.
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
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[_]
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6.
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CITIZENSHIP OR PLACE OF ORGANIZATION
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Alabama
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NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON
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8.
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SHARED VOTING POWER
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706,602
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9.
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SOLE DISPOSITIVE POWER
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0
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10.
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SHARED DISPOSITIVE POWER
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706,602
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11.
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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706,602
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12.
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
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[_]
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13.
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
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6.7%
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14.
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TYPE OF REPORTING PERSON
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|
IA, CO
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1.
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NAME OF REPORTING PERSONS
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I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
|
|
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Harbert Management Corporation
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2.
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a)
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[_]
|
|
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(b)
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[_]
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5.
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
|
[_]
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6.
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CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
|
|
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Alabama
|
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NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON
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8.
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SHARED VOTING POWER
|
|
|
|
|
|
706,602
|
|
9.
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SOLE DISPOSITIVE POWER
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|
|
|
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0
|
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10.
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SHARED DISPOSITIVE POWER
|
|
|
|
|
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706,602
|
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11.
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
|
|
|
706,602
|
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12.
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
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[_]
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13.
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
|
|
|
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6.7%
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14.
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TYPE OF REPORTING PERSON
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CO
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1.
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NAME OF REPORTING PERSONS
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I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
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Jack Bryant
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2.
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a)
|
[_]
|
|
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(b)
|
[_]
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5.
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
|
[_]
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6.
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CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
|
|
|
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United States of America
|
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NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
8.
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SHARED VOTING POWER
|
|
|
|
|
|
706,602
|
|
9.
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SOLE DISPOSITIVE POWER
|
|
|
|
|
0
|
|
10.
|
SHARED DISPOSITIVE POWER
|
|
|
|
|
|
706,602
|
|
11.
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
|
|
|
706,602
|
|
12.
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
[_]
|
13.
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
|
|
|
|
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6.7%
|
|
14.
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TYPE OF REPORTING PERSON
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|
|
|
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IN
|
|
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|
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1.
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NAME OF REPORTING PERSONS
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I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
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|
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Kenan Lucas
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2.
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a)
|
[_]
|
|
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(b)
|
[_]
|
5.
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
|
[_]
|
6.
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CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
|
|
|
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United States of America
|
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NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
8.
|
SHARED VOTING POWER
|
|
|
|
|
|
706,602
|
|
9.
|
SOLE DISPOSITIVE POWER
|
|
|
|
|
0
|
|
10.
|
SHARED DISPOSITIVE POWER
|
|
|
|
|
|
706,602
|
|
11.
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
|
|
|
706,602
|
|
12.
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
[_]
|
13.
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
|
|
|
|
|
6.7%
|
|
14.
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TYPE OF REPORTING PERSON
|
|
|
|
|
|
IN
|
|
|
|
|
1.
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NAME OF REPORTING PERSONS
|
|
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I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
|
|
|
|
|
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Raymond Harbert
|
|
2.
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a)
|
[_]
|
|
|
(b)
|
[_]
|
5.
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
|
[_]
|
6.
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
|
|
|
|
United States of America
|
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
8.
|
SHARED VOTING POWER
|
|
|
|
|
|
706,602
|
|
9.
|
SOLE DISPOSITIVE POWER
|
|
|
|
|
0
|
|
10.
|
SHARED DISPOSITIVE POWER
|
|
|
|
|
|
706,602
|
|
11.
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
|
|
|
706,602
|
|
12.
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
[_]
|
13.
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
|
|
|
|
|
6.7%
|
|
14.
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TYPE OF REPORTING PERSON
|
|
|
|
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IN
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Item 1.
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Security and Issuer.
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|
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The name of the issuer is Global Indemnity Group, LLC, a Delaware corporation (the "Issuer"). The address of the Issuer's principal executive offices is 3 Bala Plaza East, Suite 300, Bala Cynwyd, PA 19004, United States of America. This Schedule 13D relates to the Issuer's Class A Common Stock, (the "Shares").
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Item 2.
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Identity and Background.
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(a)
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This Schedule 13D is being filed jointly by
(i) Harbert Fund Advisors, Inc., an Alabama corporation
("HFA"),
(ii) Harbert Management Corporation, an Alabama corporation
("HMC"),
(iii) Jack Bryant, a United States citizen,
(iv) Kenan Lucas, a United States citizen, and
(v) Raymond Harbert, a United States citizen.
Each of HFA, HMC, Mr. Bryant, Mr. Lucas and Mr. Harbert
are referred to as a "Reporting Person" and collectively as the "Reporting Persons." Each of the Reporting Persons
is party to that certain Joint Filing Agreement attached hereto as Exhibit A. Accordingly, the Reporting Persons are hereby filing a joint
Schedule 13D. This statement relates to Shares held for the account of certain client accounts (the "Clients") for which HFA
acts as investment manager. HFA is an investment adviser registered with the United States Securities and Exchange Commission. HMC Is
the parent of HFA. Mr. Lucas is the portfolio manager for the Clients. Mr. Bryant is an Executive Vice President and Senior Managing Director
of HMC. Mr. Harbert is the Chairman and Chief Executive Officer of HMC and HFA.
Set forth on Exhibit B attached hereto is the name
and present principal occupation or employment, principal business address and citizenship of the executive officers and directors of
HFA and HMC. To the best of the Reporting Persons' knowledge, except as otherwise set forth herein, none of the persons listed on
Exhibit B beneficially owns any securities of the Issuer or is a party to any contract, agreement or understanding required to be disclosed
herein.
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(b)
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The principal business address for each of the Reporting Persons is 2100 Third Avenue North, Suite 600, Birmingham, Alabama 35203.
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(c)
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The principal business of HMC and its wholly-owned subsidiary HFA is serving as an alternative asset management firm to various private funds. The principal business of Mr. Lucas is serving as the Managing Director and Portfolio Manager of the general partner of Harbert Discovery Fund, LP and as the portfolio manager for the Clients. The principal business of Mr. Bryant is serving as an Executive Vice President and Senior Managing Director of HMC. The principal business of Mr. Harbert is serving as the Chairman and Chief Executive Officer of HMC and HFA.
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(d)
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No Reporting Person or any person listed on Exhibit B has, during the last five years, been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).
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(e)
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No Reporting Person or any person listed on Exhibit B has, during the last five years, been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, Federal or state securities laws or finding any violation with respect to such laws.
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(f)
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Mr. Lucas, Mr. Bryant and Mr. Harbert are each a citizen of the United States of America. HFA and HMC are incorporated under the laws of the State of Alabama. The citizenship of the persons listed on Exhibit B is set forth therein.
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Item 3.
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Source and Amount of Funds or Other Consideration.
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The funds for the purchase of the Shares came from the working capital of the Clients, over which HFA, HMC, Jack Bryant, Kenan Lucas and Raymond Harbert, through their roles described above in Item 2(c), exercise investment discretion. No borrowed funds were used to purchase the Shares, other than borrowed funds used for working capital purposes in the ordinary course of business. The total costs of the Shares directly owned by the Clients is approximately $14,355,841.
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Item 4.
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Purpose of Transaction.
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There have been no changes to the Schedule 13D Amendment No. 4 filed on August 12, 2021.
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Item 5.
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Interest in Securities of the Issuer.
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(a) - (e)
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As of the date hereof, (i) HFA, HMC, Jack Bryant,
Kenan Lucas and Raymond Harbert may be deemed to be the beneficial owners of 706,602 Shares, constituting 6.7% of the Shares, based upon
*10,534,245 Shares outstanding.
HFA has the sole power to vote or direct the vote
of 0 Shares; has the shared power to vote or direct the vote of 706,602 Shares; has the sole power to dispose or direct the disposition
of 0 Shares; and has the shared power to dispose or direct the disposition of 706,602 Shares.
HMC has the sole power to vote or direct the vote
of 0 Shares; has the shared power to vote or direct the vote of 706,602 Shares; has the sole power to dispose or direct the disposition
of 0 Shares; and has the shared power to dispose or direct the disposition of 706,602 Shares.
Jack Bryant has the sole power to vote or direct the
vote of 0 Shares; has the shared power to vote or direct the vote of 706,602 Shares; has the sole power to dispose or direct the disposition
of 0 Shares; and has the shared power to dispose or direct the disposition of 706,602 Shares.
Kenan Lucas has the sole power to vote or direct the
vote of 0 Shares; has the shared power to vote or direct the vote of 706,602 Shares; has the sole power to dispose or direct the disposition
of 0 Shares; and has the shared power to dispose or direct the disposition of 706,602 Shares.
Raymond Harbert has the sole power to vote or direct
the vote of 0 Shares; has the shared power to vote or direct the vote of 706,602 Shares; has the sole power to dispose or direct the disposition
of 0 Shares; and has the shared power to dispose or direct the disposition of 706,602 Shares.
The transactions by the Reporting Persons in the securities
of the Issuer since the initial Schedule 13D are set forth in Exhibit C. All such transactions were carried out in open market transactions.
*This outstanding Shares figure reflects the number
of outstanding Class A Common Shares at September 30, 2021.
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Item 6.
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Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer.
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The holdings listed above are held by the Clients.
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Item 7.
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Material to be Filed as Exhibits.
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Exhibit A: Joint Filing Agreement
Exhibit B: Officers and Directors of HFA and HMC
Exhibit C: Schedule of Transactions in Shares
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SIGNATURE
After reasonable inquiry and to the best of my knowledge
and belief, I certify that the information set forth in this statement is true, complete and correct.
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Harbert Fund Advisors, Inc.*
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By:
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/s/ John McCullough
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Executive Vice President and
General Counsel
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Harbert Management Corporation*
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By:
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/s/ John McCullough
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Executive Vice President and
General Counsel
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/s/ Jack Bryant *
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Jack Bryant
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/s/ Kenan Lucas*
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Kenan Lucas
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/s/ Raymond Harbert*
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Raymond Harbert
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* This reporting person disclaims beneficial ownership
of these reported securities except to the extent of its pecuniary interest therein, and this report shall not be deemed an admission
that any such person is the beneficial owner of these securities for purposes of Section 16 of the U.S. Securities Exchange Act of 1934,
as amended, or for any other purpose.
Attention: Intentional misstatements or omissions of fact constitute Federal
criminal violations (see 18 U.S.C. 1001).
Exhibit A
AGREEMENT
The undersigned agree that this
amendment number four to the Schedule 13D relating to the Class A Common Stock of Global Indemnity Group, LLC. shall be filed on behalf
of the undersigned.
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Harbert Fund Advisors, Inc.
|
|
|
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|
|
By:
|
/s/ John McCullough
|
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|
Executive Vice President and
General Counsel
|
|
|
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|
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Harbert Management Corporation
|
|
|
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By:
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/s/ John McCullough
|
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Executive Vice President and
General Counsel
|
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/s/ Jack Bryant
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Jack Bryant
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/s/ Kenan Lucas
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Kenan Lucas
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/s/ Raymond Harbert
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Raymond Harbert
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Exhibit B
Titled Officers and Directors of Harbert Fund Advisors,
Inc. and Harbert Management Corporation
Name and Position
|
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Principal Occupation
|
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Principal Business Address
|
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Citizenship
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Raymond J. Harbert
Chief Executive Officer and Chairman of HFA and HMC
|
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Serving as Chairman and CEO of HMC
|
|
2100 Third Avenue North, Suite 600; Birmingham, AL 35203
|
|
USA
|
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John F. Bryant
Executive Vice President and Director of HMC
|
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Serving as Executive Vice President and a Director of HMC
|
|
2100 Third Avenue North, Suite 600;
Birmingham, AL 35203
|
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USA
|
|
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Charles D. Miller
Executive Vice President of HFA and HMC
|
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Serving as EVP of HMC
|
|
2100 Third Avenue North, Suite 600; Birmingham, AL 35203
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USA
|
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Raymond J, Harbert, Jr.
Executive Vice President & Chief Financial Officer of HFA and HMC &
Director of HMC
|
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Serving as EVP, CFO and a director of HMC
|
|
2100 Third Avenue North, Suite 600; Birmingham, AL 35203
|
|
USA
|
|
|
|
|
|
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John W. McCullough
Executive Vice President, General Counsel & Director of HFA and HMC
|
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Serving as EVP, GC and a director of HMC
|
|
2100 Third Avenue North, Suite 600; Birmingham, AL 35203
|
|
USA
|
|
|
|
|
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J. Travis Pritchett
President & Chief Operating Officer of HFA and HMC & Director of
HMC
|
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Serving as President, COO and a director of HMC
|
|
2100 Third Avenue North, Suite 600; Birmingham, AL 35203
|
|
USA
|
|
|
|
|
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Michael C. Bauder
Chief Compliance Officer of HFA and HMC & Director of HFA
|
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Serving as CCO of HFA and HMC and a Director of HFA
|
|
2100 Third Avenue North, Suite 600; Birmingham, AL 35203
|
|
USA
|
Exhibit C
Schedule of Transactions in Shares
Date of Transaction
|
Title of Class
|
Number of Shares Acquired
|
Number of Shares Disposed
|
Price Per
Share
|
11/12/2021
|
Class A Common Stock
|
|
750
|
27.1333
|
11/17/2021
|
Class A Common Stock
|
|
1,500
|
26.2002
|
11/18/2021
|
Class A Common Stock
|
|
227
|
26.2200
|
11/19/2021
|
Class A Common Stock
|
|
1286
|
26.2500
|
11/22/2021
|
Class A Common Stock
|
|
128
|
26.3172
|
11/23/2021
|
Class A Common Stock
|
|
13
|
26.2100
|
11/26/2021
|
Class A Common Stock
|
|
500
|
26.2500
|
12/2/2021
|
Class A Common Stock
|
|
273
|
26.0000
|
12/3/2021
|
Class A Common Stock
|
|
47
|
25.9000
|
12/6/2021
|
Class A Common Stock
|
|
285
|
25.9500
|
12/7/2021
|
Class A Common Stock
|
|
1,500
|
25.9314
|
12/8/2021
|
Class A Common Stock
|
|
158
|
26.0000
|
12/9/2021
|
Class A Common Stock
|
|
1,056
|
25.9754
|
12/10/2021
|
Class A Common Stock
|
|
200
|
26.2100
|
12/14/2021
|
Class A Common Stock
|
|
1
|
26.0000
|
12/15/2021
|
Class A Common Stock
|
|
620
|
25.9902
|
12/17/2021
|
Class A Common Stock
|
|
10
|
26.1900
|
12/21/2021
|
Class A Common Stock
|
|
1,148
|
25.1367
|
12/29/2021
|
Class A Common Stock
|
|
100
|
25.6250
|
1/3/2022
|
Class A Common Stock
|
|
10,000
|
25.2000
|
1/3/2022
|
Class A Common Stock
|
|
2,096
|
25.4500
|
1/3/2022
|
Class A Common Stock
|
|
250
|
25.4000
|
1/4/2022
|
Class A Common Stock
|
|
111,168
|
25.6000
|
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